No Decision in Yukon

[2126]

I am very cautiously and only very slilghtly optimistic. The court can still approve this deal and simply go forward with an independent appraisal that would only benefit the dissenters.

[admin]

As IOC is incorporated in the Yukon Territory, the court has jurisdiction over this entire deal, not just the dissent portion. It has the power to stop the deal; the power to change the deal; and the power to hold Hession and the BOD accountable for their misrepresentations, double-dealing, insider trading, malfeasance, and more. I suggest we be patient and allow the wheels of justice to begin to turn and, finally, shine a light on this entire sordid situation.

Thanks 2126, since I'm not versed in Canadian business law, this is reassuring as I feared that the court would only apply to the dissenters.

And thanks again for shining your (considerable) light on these matters, greatly appreciated.

Oops.. missed your last comment..

I am very cautiously and only very slilghtly optimistic. The court can still approve this deal and simply go forward with an independent appraisal that would only benefit the dissenters.

[kerekesc]

I read the statute to require an offer 10 days from the time IOC receives notice that an "Application" has been filed in the Yukon Supreme Court.  I initially read the statute to authorize the Application to be filed in the Supreme Court after approval of the deal (which has not happened yet), but it actually says after the "adoption of the resolution".  I do not think the the "Notice of Objection", by itself, triggers anything.  I think it is just a prerequisite to filing the Application.  I do not know what consists of an "adoption of the resolution".  If that means "Court approval", then an Application may not be ripe yet.  It is also possible that the Supreme Court considers PM's "objection" to be the functional equivalent of an "Application"...but I'm not sure. 

You are correct that the statute provides for filing the application for fair value after the 'adoption of the resolution.' This refers to the original resolution by the BOD to which a dissenter is objecting. In our case, this is the IOC BOD resolution accepting the Exxon bid. You are also correct that the filing of a 'Notice of Objection' by a shareholder does not actually trigger anything--other than the fact that one or more shareholders have objected/dissented from the BOD resolution. As I noted, this particular court hearing is Phil's first opportunity to get his arguments against the BOD resolution [which accepted the Exxon bid] before the court. In order to do that, I am assuming that he has filed the requisite 'application' with the court, as my reading of the statute indicates that this is the only prerequisite for his appearance before the court.

Additionally, the delay caused by Phil's objection is, I believe, because this is the first time that the Yukon court has had before it the various documents that support Phil's [and our] arguments that this deal is not a fair value for our shares. These documents would include, importantly, the Total/IOC SPA, and the many IOC press releases, conference call transcripts, AGM minutes, quarterly reports, corporate bylaws, and other IOC documents that indicate that Hession and the BOD continually told shareholders of the immense value of both E/A, but also the perceived value of the other IOC holdings, and discoveries, all of which were given no value in this deal. As it has taken this board many hundreds of postings and several years to wade through all of this material to uncover the machinations by the BOD and CEO that has led us to this situation, it will take the court some time to wade through all of this information to see what has been going on at IOC.

Most of us agree with the arguments that Phil has propounded regarding the IOC management's mendacity and insider dealings. While this delay may cause the 10-day pps weighted average for XOM to rise, it may be worth it if the court accepts Phil's arguments. As IOC is incorporated in the Yukon Territory, the court has jurisdiction over this entire deal, not just the dissent portion. It has the power to stop the deal; the power to change the deal; and the power to hold Hession and the BOD accountable for their misrepresentations, double-dealing, insider trading, malfeasance, and more. I suggest we be patient and allow the wheels of justice to begin to turn and, finally, shine a light on this entire sordid situation.

My thanks to you, 2126 !  While mh and our bods are guilty of a heck of a lot more, Exxon is at the very least, guilty of attempted theft !!! " border="0" class="smilie" src="http://shareholdersunite.com/mybb/images/smilies/sad.gif" />

Your health seems to be improving . If that is the case,praise to the "Almighty " " border="0" class="smilie" src="http://shareholdersunite.com/mybb/images/smilies/smile.gif" />

Sageo,  I have always read your posts with great interest.  This time, however, I must disagree with you.  Exxon is guilty of nothing but looking out for their own self-interest.  I wish IOC management would have done so also.  The guilt is with Hession, and the board, period!  Without their complicity, Exxon could not have acquired IOC for peanuts.  Damn Hession to Hell!  He screwed you, me, and everyone else for a few pieces of silver.

[sageo]

Kerekesc -Thanks for your "quality" disagreement,sir . I applaud anyone who gives their 'differences of opinion' when done in a respectful manner (as you did ). I hope the very best is in store for you and your loved ones .

[ebster123]

I am very cautiously and only very slilghtly optimistic. The court can still approve this deal and simply go forward with an independent appraisal that would only benefit the dissenters.

2126 thank you for all your perspective.  Regarding PM's filing with the Yukon courts, wasn't is filed prior to him bring a dissenting voter?  If so, does that represent an objection to the entire transaction for all of us?

[admin]

Kerekesc -Thanks for your "quality" disagreement,sir . I applaud anyone who gives their 'differences of opinion' when done in a respectful manner (as you did ). I hope the very best is in store for you and your loved ones .

Yes, I agree here.

It's pretty difficult to fault Exxon. If InterOil would have taken over a company on the cheap, we would have applauded them, surely..

[2126]

I am very cautiously and only very slilghtly optimistic. The court can still approve this deal and simply go forward with an independent appraisal that would only benefit the dissenters.

2126 thank you for all your perspective.  Regarding PM's filing with the Yukon courts, wasn't is filed prior to him bring a dissenting voter?  If so, does that represent an objection to the entire transaction for all of us?

To my knowledge, Phil previously only has filed a motion with the Yukon court prior to the AGM demanding a special meeting to be held concurrently with the AGM in order for his various shareholder proposals to be voted on at the same time as the AGM votes for the BOD itself and for their proposals.

Regarding the Exxon/IOC deal, I am only aware of the initial hearing involving Exxon and IOC after which the Yukon court issued its Interim Order regarding the details surrounding the Exxon/IOC Arrangement [in the Yukon, an 'Arrangement' is equivalent to a merger in the US].

As the Exxon/IOC situation is a separate issue from any earlier issues [including the AGM, special meeting, and the OSH/Total deal], Phil would need to acheive 'standing' in order to participate in the current hearing  ['staniding' is a legal term meaning the ability to become a party to a hearing or lawsuit-generally based on one's capacity to sustain harm stemming from the hearing or lawsuit]. Phil can [and I assume has] achieve this by filing a Notice of Objection with IOC [this is his 'dissent' from the BOD resolution to accept the Exxon offer] and then filing an 'application' with the Yukon court to request a 'fair value' for his shares, which will generally result in a court-ordered independent appraisal of the value of IOC.

As I've explained elsewhere, I believe that the court will choose to seek an appraisal of the net value of all of IOC assets, rather than accept a 'market-value' approach to the value of IOC shares.

Again, the court has the power to also do many other things regarding the Exxon/IOC arrangement/merger, though with an 81% approval of the deal, the court will need some very very compelling evidence to either alter or negate the terms of the deal. From our viewpoint, all of the IOC BOD and CEO shenanigans ARE very compelling evidence of misconduct. Whether the Yukon court agrees is what we will have to wait and see about.

The court will, I believe, issue a Final Order that, among other minor issues, does the following:

• Join all of the dissenters into one group, and then
• order Exxon/IOC to proffer a written offer [and explanation of how it has arrived at the offer's fair value] to the dissenters within 10 days,
• set in motion an independent appraisal process, should one or more of the dissenters decline the Exxon/IOC settlement offer
• Approve the shareholder vote and, consequently, the Exxon takeover [which will provide that IOC will be delisted from the NYSE; IOC shares will be surrendered in exchange for XOM shares; and CRPs will be issued to IOC shareholders]

There is still an outside chance that the court will find some misconduct by IOC personnel enough to delay the Final Order and hold additional hearings regarding such conduct, but I'm not holding my breath on that point.

[Relker]

Good arguments were mentioned for misrepresentation of the IOC Board in the past. To mention the most important facts:
- Company sale was not announced in shareholdersmeeting; as a consequence share trading of board members during blackout period became illegal
- Value of CRP does not represent a fair value being an equivalent of the value XOM becomes from Total.

May be the court considers Phils arguments as reasonable and waits for negotiations between IOC and Phils lawyers. As the court is upholding the total deal, I suppose these negotiations will also impact the other shareholders.

[weaselpuppy]

Methinks I would like to see a spreadsheet of the blood pressure readings from the denizens of the IOC executive offices spanning the past few days.

[AU74]

I'd like to see the judge remove the CRP cap and add appraisals Antelope Deep/South and the other fields/discoveries, assuming XOM would stand for it, which is dubious at best. Otherwise, not sure what could possibly be in it for shareholders other than maybe some Hession revenge.